Legal Representations. Each party has had the opportunity to have independent counsel and legal advice of his/her own selection in the negotiation of this Agreement. Each party fully understands the facts and has been fully informed as to his/her legal rights and obligations.
Legal Representations. The Company acknowledges that it has been represented by independent legal counsel in the preparation of the agreement. Consultant represents that it has consulted with independent legal counsel and /or tax, financial and business advisors to the extent the Consultant deemed necessary.
Legal Representations. In connection with referring Friends to open a Streetbeat Account and the Program Terms, you represent and agree that:
Legal Representations. Purchaser acknowledges that: (a) it has read this Agreement and the Private Placement Memorandum; (b) it understands that the Company has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel; (c) it has either been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of its own choice, or has chosen to forego such representation by legal counsel after being advised to seek such legal representation; (d) it understands the terms and consequences of this Agreement and is fully aware of its legal and binding effect.
Legal Representations. Parent hereby agrees and acknowledges on behalf of its directors, members, partners, officers, employees and Affiliates (including to the extent permissible, the Company after the Closing), and each of their respective successors and assigns (all such parties, the “Waiving Parties”), that Xxxxxx LLP (or any successor) may represent, following the Closing, the Company Stockholders or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company) (collectively, the “Waiving Party Group”), in each case, in connection with any Action or obligation arising out of or relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, notwithstanding its representation (or any continued representation) of the Company or other Waiving Parties, and each of Parent and the Company on behalf of itself and the Waiving Parties hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto. Each of Parent and the Company, for itself and the Waiving Parties, hereby further irrevocably acknowledges and agrees that all confidential communications, written or oral, constituting attorney-client privilege or attorney work product to the extent recognized as such under applicable Law solely between the Company or any member of the Waiving Party Group and its counsel, including Xxxxxx LLP, made prior to the Closing in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Action arising out of or relating to, this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Company notwithstanding the Merger, and instead survive, remain with and are controlled by the Waiving Party Group (the “Privileged Communications”), without any waiver thereof. Parent and the Company, together with any of their respective Affiliates, Subsidiaries, successors or assigns, agree that without the prior written consent of the Company, no Person may have access to any of the Privileged Communications, whether located in the records or email server of the Company or otherwise, in any Action against or involving any of the Parties after the Closing, and Parent and the Company agree not to assert that any privilege has been waived as...
Legal Representations. Placement Agent and Company acknowledge that Hxxxxx Xxxxxxx Xxxxxx & Li LLC is representing Company in connection with the Placement Agent Agreement and the transactions contemplated thereby and in other matters, and further agree that such firm shall not be disabled or precluded from acting as attorney for Company or any of its stockholders, directors or officers, in any suit, action or proceeding arising out of the Placement Agent Agreement or the transaction contemplated thereby, or otherwise, by reason of its having acted as Escrow Agent hereunder.
Legal Representations. You represent and warrant to TRAKnet that, excluding TRAKnet Materials, you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute your Application, and that use of your Application by TRAKnet and its users will not violate the rights of any third party (e.g., copyright, patent, trademark, privacy, publicity or other proprietary right of any person or entity), or any applicable regulation or law, including the Digital Millennium Copyright Act, the laws of any country in which your Application is made available and any applicable export laws.
Legal Representations. (a) Each of the Parties to this Agreement hereby agrees, on its own behalf and on behalf of its Affiliates, and each of their successors and assigns (all such parties, the "Waiving Parties"), that following the Closing, Xxxx, Xxxx & Xxxxxxxxx, P.A. may serve as counsel to any directors or officers of the Company, any Seller or their Affiliates in connection with any dispute, litigation, claim or proceeding arising out of or relating to this Agreement, notwithstanding representation of the Company before the Closing Date. Each of the Parties hereby does, and will cause each of the Waiving Parties to, expressly consent to the foregoing arrangements, and irrevocably waives (and will not assert) any actual or potential conflict of interest or any objection that may arise from any representation by Xxxx, Xxxx & Xxxxxxxxx, P.A. expressly permitted by this Section 10.10. The Waiving Parties acknowledge that the foregoing provision applies whether or not Xxxx, Xxxx & Xxxxxxxxx, P.A. provides legal services to the Company after the Closing Date.
Legal Representations. [ ], in representation of the Chilean Guarantor and to the benefit of the Secured Parties, declares himself to be entitled to perform the representations and statements as declared hereof in order to enter into this guarantee agreement under the terms set forth herein; and to have broad powers in this regard under the laws of Chile and the articles and by-laws of the Chilean Guarantor. The legal representative furthermore, declares that this agreement has been duly executed and signed by the Chilean Guarantor; that legal valid, binding, and enforceable obligations in accordance to its terms result hereof for the Chilean Guarantor; and that the delivery and signature of this agreement and the fulfilment of any of its terms and/or provisions does not infringe any binding law, rule, regulation, judgment, order, or decree for the Chilean Guarantor, nor causes a non-compliance or involves any breach of the articles and by laws of the mentioned company or any of the acts, contracts, or agreements delivered or entered into by said Chilean Guarantor and being in force as of the date hereof.
